When is a notarized explanation required

Notarization is required when the underlying document or state law mandates an acknowledgement or when a self‑proving affidavit is needed for probate or recordation.

Can an explanation be electronic

Yes. Under the ESIGN Act (15 U.S.C. §7001) and UETA, electronic explanations can be legally valid when they satisfy intent, consent, attribution, and retention requirements.

What if names differ on ID

State the discrepancy factually, attach a copy of ID, and cite supporting documents such as marriage certificates or DBA filings to connect the names.

How long must I keep the explanation

Follow retention rules: IRS records at least 3 years (IRC §6501(a)); HIPAA-covered records six years (45 CFR §164.530(j)); retain longer if state law or contract requires.

Are remote notarizations acceptable

Remote online notarization is allowed in many states with specific identity-proofing and recording requirements; verify the state notary commission rules before relying on RON.

What authentication is recommended

Capture signer identity (government ID), use two-factor or KBA where appropriate, and preserve an audit trail with timestamps and IP addresses to strengthen attribution.

Electronic Signature
Templates
Legal
Legal Signature Explanation

Legal Signature Explanation

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LEGAL SIGNATURE EXPLANATION

This Legal Signature Explanation (the "Explanation") is made effective as of by and between Explaining Party: , located at , and Receiving Party: , located at .

RECITALS

WHEREAS, Explaining Party has executed or intends to execute one or more documents (each a "Primary Document") that require explanation of the manner, authority, or circumstances of signature; and

WHEREAS, Receiving Party requires a written explanation and certification of the signatory's identity, authority, and intent to bind the represented entity or person to the Primary Document.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Explanation, the following terms shall have the meanings set forth below: "Explaining Party" means the party identified above that provides this Explanation; "Receiving Party" means the party receiving this Explanation; "Signature" means any mark, symbol, electronic authentication, or handwritten name by which a signatory manifests assent to a document.

2. DESCRIPTION OF SIGNATURE

The Explaining Party hereby provides the following description of the Signature(s) applied to the Primary Document(s):

Date of Signature (as appears on Primary Document) Place of Signature

Method employed (check all that apply):

Handwritten ink signature Electronic signature Witnessed signature Signature by agent under power of attorney Other:

If witnessed, provide witness name(s) and relationship If signing under power of attorney, identify instrument If electronic signature, provide method and authentication details

3. IDENTIFICATION AND AUTHENTICATION

The signatory presenting this Explanation certifies that the following government-issued identification was presented at the time of execution (check all that apply and provide details):

Driver's license — State: Number:

Passport — Country: Number:

Other identification

4. AUTHORITY, CAPACITY AND REPRESENTATIONS

The Explaining Party hereby represents and warrants to the Receiving Party that:

(a) The person who executed the Primary Document on behalf of the Explaining Party had full authority to do so and acted in the capacity stated at the time of signing. Title or capacity of signatory:

(b) The Signature was affixed with the knowledge and consent of the Explaining Party and with the intent to be bound by the terms of the Primary Document.

5. EFFECT OF THIS EXPLANATION

This Explanation is provided solely to document the facts and circumstances surrounding the Signature and shall not modify, amend, or supplement the Primary Document except to the extent expressly set forth in a written amendment signed by the parties. The Receiving Party may rely upon the representations herein for purposes of accepting the Signature as valid evidence of execution.

6. INDEMNIFICATION

The Explaining Party agrees to indemnify and hold harmless the Receiving Party from and against any losses, liabilities, claims, damages, or expenses (including reasonable attorneys' fees) arising from any false representation made in this Explanation concerning authority, identity, or authenticity of the Signature.

7. NOTICES

Notice address for Explaining Party Notice address for Receiving Party

Notices shall be in writing and shall be deemed delivered when received by hand, by nationally recognized overnight courier, or upon confirmed receipt of electronic transmission when sent to the addresses provided above.

8. GOVERNING LAW

This Explanation shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT; SEVERABILITY

This Explanation constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Explanation is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Explanation shall be effective unless in writing and signed by both parties. A waiver by either party of any breach shall not operate or be construed as a waiver of any subsequent breach. This Explanation may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

11. ADDITIONAL INFORMATION

Attach or describe any supporting documentation (exhibits, notarizations, recorded POA, witness affidavits)

The Explaining Party certifies under penalty of perjury that the foregoing statements are true and correct to the best of the Explaining Party's knowledge and belief.

Explaining Party:

By:

Date:

Receiving Party:

By:

Date:

What a Legal Signature Explanation Is and When it’s Used

A Legal Signature Explanation is a written statement that clarifies circumstances around a signature to confirm authority, identity, delegation, or a discrepancy. It typically explains why a signature looks different, why a signatory acted by proxy, or why an electronic signature was used. The explanation attaches to or accompanies the primary record and becomes part of the transaction file so recipients, reviewers, or courts can assess authenticity. Use it when signatures are unclear, names do not match identification, or when additional context is needed for execution, notarization, or regulatory review.

Why a Clear Signature Explanation Matters

A concise Legal Signature Explanation reduces disputes, supports document admissibility, and documents intent and authority. It provides a contemporaneous record that helps satisfy legal validity tests under ESIGN and UETA and assists auditors, notaries, or opposing counsel in understanding anomalies or delegated signing arrangements.

Typical Users and Situations for a Signature Explanation

Organizations and individuals use signature explanations when identity or authority questions arise during signing or later review.

Executives and administrators verifying delegated signatures for contracts, approvals, or vendor agreements.
Human resources and payroll teams resolving mismatched names on tax or employment documents.
Notaries and legal teams documenting why an electronic or witnessed signature was used instead of a handwritten signature.

Include a brief explanation whenever a signature could be misread, a name mismatch exists, or signing authority is delegated to avoid later challenges.

Who Typically Prepares or Signs This Explanation

Authorized Representative

A senior employee, officer, or delegated agent prepares the explanation describing authority, delegation method, and the facts supporting signature validity, including dates, identification presented, and any witness or notary details.

Signer or Notary

The signer may draft a statement about name variations or physical limitations; a notary or witness may add a supplemental attestation describing observed identity verification steps.

Essential Data to Record with the Explanation

Signer Name: Full legal name present on ID

Date and Time: MM/DD/YYYY and local time

Identification Used: Type of government ID

Authority Basis: Role, POA, or delegation

Notary Details: Notary name, jurisdiction

Witness Info: Witness names and contact

Step-by-Step: Preparing and Attaching the Explanation

Follow these sequential steps to prepare a concise and admissible Legal Signature Explanation.

01

Draft statement: Write a factual, dated explanation of the signature discrepancy.
02

Collect ID: Record the type of identification reviewed and any verification method used.
03

Add authority: State the signer’s authority or reference a power of attorney if used.
04

Attach and notarize: Attach the explanation to the original and notarize or witness if required.

How the Explanation Integrates with a Signed Record

An attached Signature Explanation becomes part of the transaction record and supports downstream review by auditors, countersigning parties, or courts.

Create document: Prepare the explanation alongside the primary agreement.
Attach file: Attach as a cover letter or appendix to the signed record.
Notarize if needed: Have the notary or witness add their attestation when required.
Store record: Retain together with the original signed document for the retention period.

Setting Up an Electronic Workflow for Signature Explanations

Configure your e-signature workflow to collect explanations alongside signed documents and preserve an audit trail.

Field	Configuration
Explanation Field	Required text area on the cover page
ID Upload	Optional secure file upload field
Notary Block	Conditional block if notarization chosen
Audit Trail	Capture IP, timestamp, auth method

Technical Considerations for eSubmission and Storage

Ensure the workflow supports conditional fields, attachments, and long-term export to meet retention and evidentiary needs.

File formats: PDF, DOCX, and archived PDFs
Integrations: Connectors to storage and CRM systems
Security: TLS 1.2/1.3 and AES-256 at rest

Timing and When to Prepare the Explanation

Prepare and attach the explanation contemporaneously with signing whenever possible. Timely statements carry more weight for audit and legal review.

At signing:

Provide the explanation on or immediately after the signing date

When requested:

Deliver within the timeframe requested by counterparty or regulator

Before filing:

Attach prior to submitting documents to public agencies or courts

During audit:

Produce as part of documented response to auditor inquiries

If challenged:

Provide promptly when a signature’s validity is questioned

Key Milestones from Draft to Retention

Track these milestones when a Signature Explanation is required so responsibilities and deadlines are clear.

01

Draft Completed

Factual explanation written and dated immediately after signing.

02

Verification Completed

Identity and authority verification documented and attached.

03

Notary/Witness Added

Notary or witness attestation completed if jurisdiction requires.

04

Record Retained

Store original and explanation per retention policy and legal standards.

Common Preparation Errors to Avoid

Leaving explanations vague or conclusory instead of stating specific facts and the verification steps that were completed.
Failing to include the exact ID used or the date and time of verification, which weakens evidentiary value.
Not attaching the explanation to the original signed file or saving it separately without a clear link to the document.
Omitting notarization or witness attestations where state law or counterparties expressly require them.

Risks and Consequences of an Inadequate Explanation

Contract Dispute: Invalidated signature risk

Regulatory Delay: Filing rejections possible

Financial Penalties: Late fees or fines

Tax Withholding: Backup withholding triggers

Employment Risk: I-9 noncompliance exposure

Evidentiary Weakness: Reduced court credibility

What a Professional Legal Signature Explanation Should Include

A robust explanation uses clear, verifiable elements that demonstrate intent, attribution, and any authentication performed.

Clear identification

List the signer’s full legal name, any alternate names used, and a concise statement linking the signer to the entity or individual named in the primary document.

Detailed facts

State the specific facts that explain the discrepancy or delegation—dates, circumstances, whether the signer used a nickname, or whether signing was by authorized agent.

Authority citation

Reference the legal or organizational basis for signing authority such as board resolution, power of attorney, or delegated signatory policy and include date of authorization.

Identity verification

Record the type of ID examined, method of verification (visual, remote ID proofing), and any secondary checks performed such as KBA or two-factor confirmation.

Notarial or witness attestation

Include a notary certificate or witness signature block when jurisdictional rules or counterparties require in-person or remote notarization.

Attachment linkage

Ensure the explanation is electronically or physically attached to the primary record and that the audit trail records the attachment event and timestamps.

Pricing and Feature Comparison of eSignature Vendors

Compare common plan criteria across vendors; signNow is listed first per the product data available for cost and feature reference.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions about Signature Explanations

Answers to common questions about preparing, signing, and preserving a Legal Signature Explanation in U.S. transactions.

Need help? Contact support

When is a notarized explanation required
Notarization is required when the underlying document or state law mandates an acknowledgement or when a self‑proving affidavit is needed for probate or recordation.
Can an explanation be electronic
Yes. Under the ESIGN Act (15 U.S.C. §7001) and UETA, electronic explanations can be legally valid when they satisfy intent, consent, attribution, and retention requirements.
What if names differ on ID
State the discrepancy factually, attach a copy of ID, and cite supporting documents such as marriage certificates or DBA filings to connect the names.
How long must I keep the explanation
Follow retention rules: IRS records at least 3 years (IRC §6501(a)); HIPAA-covered records six years (45 CFR §164.530(j)); retain longer if state law or contract requires.
Are remote notarizations acceptable
Remote online notarization is allowed in many states with specific identity-proofing and recording requirements; verify the state notary commission rules before relying on RON.
What authentication is recommended
Capture signer identity (government ID), use two-factor or KBA where appropriate, and preserve an audit trail with timestamps and IP addresses to strengthen attribution.

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